DGAP-Adhoc: Covivio X-Tend AG announces launch of a voluntary takeover offer; Godewind Immobilien AG intends delisting

Publication of inside information pursuant to Article 17 of Regulation (EU) No 596/2014 (MAR)

Covivio X-Tend AG announces launch of a voluntary takeover offer; Godewind Immobilien AG intends delisting

Frankfurt am Main, 13 February 2020 - Covivio X-Tend AG ("Bidder"), a wholly-owned subsidiary of stock listed Covivio S.A. with its registered office in Metz, today announced to the management board of Godewind Immobilien AG ("Company", ISIN: DE000A2G8XX3, WKN: A2G8XX) its decision to launch a voluntary takeover offer for the acquisition of all registered no-par value shares of the Company. The takeover offer shall provide for the payment of a consideration in cash in the amount of EUR 6.40 per no-par value share.

In connection with the takeover offer, the Bidder, Covivio S.A. and the Company have today concluded a business combination agreement. In the business combination agreement, the Company has undertaken, under certain conditions, to apply for the delisting of the Company's shares from trading on the regulated market of the Frankfurt Stock Exchange. Accordingly, the Bidder has undertaken to provide for an offer document which meets the requirements for a compensation offer to the shareholders required for a delisting (so-called delisting offer). In addition, the business combination agreement sets out the parties' common understanding of, among other things, the strategy, the offer procedure, the delisting, the future composition of the Company's corporate bodies and the integration process.

In accordance with their legal obligations, the management board and supervisory board of the Company will comment on the takeover offer after receipt of the offer document to be published by the Bidder. On the basis of the business combination agreement, the management board and the supervisory board of the Company will support the public takeover offer and - subject to detailed review of the offer document - recommend acceptance to its shareholders, and will tender the Company's treasury shares into the offer. Basis for the support is the preliminary assessment that, at the end of the financial year 2019, the EPRA Net Asset Value (EPRA NAV) of the Company was in a range of EUR 6.05 to EUR 6.15 per share and the EPRA Triple Net Asset Value (EPRA NNNAV) of the Company was in a range of EUR 5.33 to EUR 5.43 per share.

According to the Bidder and in accordance with the business combination agreement, various shareholders of the Company, including the chairman of the management board, Mr. Stavros Efremidis, as well as the supervisory board member Mr. Karl Ehlerding, have today concluded binding share purchase agreements for a total of approximately 35% of the Company's fully diluted share capital with the Bidder as purchaser at a purchase price of EUR 6.40 per no-par value share of the Company. According to the Bidder, the share purchase agreements are, inter alia, subject to approval by the antitrust authorities.

 

Contact
Gunnar Janssen
Investor Relations
Godewind Immobilien-AG
Taunusanlage 8
60329 Frankfurt am Main
Germany
Tel: +49 69 271 3973 213
E-Mail: [email protected]
www.godewind-ag.com

ISIN: DE000A2G8XX3
WKN: A2G8XX
Indizes: Financial Services, Real Estate
Wertpapierbörsen: Frankfurt Regulierter Markt (Prime Standard), XETRA